Exhibit (a)(1)

DECLARATION OF TRUST

OF

MASTER PORTFOLIO TRUST

(a Maryland Statutory Trust)

Dated as of October 2, 2006

As

AMENDED AND RESTATED

As of August 18, 2011

TABLE OF CONTENTS

ARTICLE I – Name and Definitions
Section1.1	Name	1
Section1.2	Definitions	1
ARTICLE II – Nature and Purpose of Trust		4
ARTICLE III – Principal Place of Business; Registered Agent		4
ARTICLE IV – Beneficial Interests; Holders
Section 4.1	Beneficial Interest	4
Section 4.2	Purchase of Interests	4
Section 4.3	Rights of Holders	5
Section 4.4	Ownership and Transfer of Interests	5
Section 4.5	Voting by Holders	6
Section 4.6	Meetings	6
Section 4.7	Quorum and Action	7
Section 4.8	Action by Written Consent in Lieu of Meeting of Holders	7
Section 4.9	Series	7
Section 4.10	Disclosure of Holdings	9
Section 4.11	Access to Trust Records	9
Section 4.12	Communications with Holders	9
ARTICLE V – The Trustees
Section 5.1	Management of the Trust	10
Section 5.2	Qualification and Number	10
Section 5.3	Term and Election	10
Section 5.4	Resignation, Retirement and Removal	10
Section 5.5	Vacancies	11
ARTICLE VI – Powers of Trustees
Section 6.1	General Powers	11
Section 6.2	Certain Specific Powers	11
Section 6.3	Interests	14
Section 6.4	Delegation; Committees	14
Section 6.5	Collection and Payment	15
Section 6.6	Expenses	15
Section 6.7	Manner of Acting	15
Section 6.8	Bylaws	15
Section 6.9	Principal Transactions	15
Section 6.10	Effect of Trustees’ Determination	16

ARTICLE VII – Service Providers
Section 7.1	Investment Adviser and Administrator	16
Section 7.2	Placement Agent; Transfer Agent; Custodian	16
Section 7.3	Parties to Contract	16
Section 7.4	Further Authority of Trustees	17
ARTICLE VIII – Increases, Decreases and Withdrawals of Interests; Determination of Book Capital Account Balances and Distributions
Section 8.1	Increases, Decreases and Withdrawal of Interests	17
Section 8.2	Book Capital Account Balances	18
Section 8.3	Allocations and Distributions to Holders	18
Section 8.4	Payment	18
Section 8.5	Decrease or Withdrawal by Action of the Trust	19
Section 8.6	Suspension of Right To Decrease or Withdraw	19
Section 8.7	Determination of Value of Book Capital Account; Valuation of Portfolio Assets	19
Section 8.8	Reserves	19
Section 8.9	Determination by Trustees	19
ARTICLE IX – Limitation of Liability and Indemnification
Section 9.1	No Personal Liability of and Indemnification of Holders	19
Section 9.2	Limitation of Liability of Trustees and Others	20
Section 9.3	Standard of Performance and Other Matters	21
Section 9.4	Liability of Third Persons Dealing with the Trust or Trustees	22
Section 9.5	Indemnification and Advancement of Expenses	22
Section 9.6	Further Indemnification	23
Section 9.7	Amendments and Modifications	23
Section 9.8	Derivative Actions	23
ARTICLE X – Termination; Mergers and Sale of Assets
Section 10.1	Termination of Trust or Series	26
Section 10.2	Merger and Consolidation	27
Section 10.3	Sale of Assets; Reorganization	27
Section 10.4	Conversion	28
ARTICLE XI – Amendments; Filings; Miscellaneous
Section 11.1	Amendments to Declaration and Certificate of Trust	28
Section 11.2	Filing of Certificate; Copies of Declaration; Counterparts; Headings	28
Section 11.3	Trustees May Resolve Ambiguities	29
Section 11.4	Applicable Law; Forum Selection, and Jury Waiver	29
Section 11.5	Tax Status, Tax Matters Partner	30
Section 11.6	Provisions in Conflict with Law or Regulations	30
Section 11.7	Writings	31

2

AMENDED AND RESTATED

DECLARATION OF TRUST

OF

MASTER PORTFOLIO TRUST

WHEREAS, THIS DECLARATION OF TRUST was made as of the 2nd day of October, 2006 by the Trustees then in office and the Trust’s Certificate of Trust was filed with the State Department of Assessments and Taxation of Maryland; and

WHEREAS, pursuant to Section 11.1 hereof, the Trustees of the Trust have, by vote of a majority of the Trustees on August 18, 2011, amended this Declaration of Trust by amending and restating this Declaration of Trust in its entirety;

NOW, THEREFORE, the Trustees do hereby declare that all cash, securities and other assets and properties, which the Trust may from time to time acquire in any manner, will be held IN TRUST, and that the Trustees will direct the management and business of the Trust upon the following terms and conditions for the benefit of the holders from time to time of beneficial interest in this Trust as hereinafter set forth.

ARTICLE I

NAME AND DEFINITIONS

Section 1.1 Name. This Trust shall be known as Master Portfolio Trust and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine.

Section 1.2. Definitions. Whenever used herein, unless otherwise required by the context or specifically provided, the following terms have the following respective meanings:

(a) “Book Capital Account” means, for any Holder at any time, the Book Capital Account of the Holder at such time with respect to the Holder’s beneficial interest in the Trust Property of any Series, determined in accordance with the method established by the Trustees pursuant to Section 8.2 hereof. The Trust shall maintain separate records of Book Capital Accounts for each Series.

(b) “Bylaws” means the Bylaws of the Trust referred to in Section 6.8 hereof, as from time to time amended, which Bylaws are expressly incorporated by reference herein as part of the Trust’s “governing instrument” within the meaning of the Maryland Act (as defined below).

(c) “Certificate of Trust” means the certificate of trust of the Trust, as filed with the SDAT (as defined below) in accordance with the Maryland Act, and as such certificate of trust may be amended or amended and restated from time to time.

(d) “Code” means the Internal Revenue Code of 1986 (or any successor statute), as amended from time to time, and the rules and regulations thereunder, as adopted or amended from time to time.

(e) “Commission” shall have the same meaning given to such term in the 1940 Act (as defined below).

(f) “Declaration” means this Declaration of Trust as amended, supplemented or amended and restated from time to time, which shall be the Trust’s “governing instrument” within the meaning of the Maryland Act. Reference in this Declaration of Trust to “Declaration,” “hereof,” “herein,” and “hereunder” shall be deemed to refer to this Declaration rather than exclusively to the article or section in which such words appear.

(g) “He,” “Him” and “His” shall include the feminine and neuter, as well as the masculine, genders.

(h) “Holder” means a record holder of any Interest in its capacity as such.

(i) “Institutional Investor(s)” means any regulated investment company, segregated asset account, foreign investment company, common trust fund, group trust or other investment arrangement, whether organized within or without the United States of America, other than an individual, S corporation or partnership or a grantor trust beneficially owned by any individual, S corporation or partnership, unless, in the case of a partnership or a grantor trust beneficially owned by a partnership, the interests in the partnership are held by entities that otherwise meet the definition of Institutional Investor.

(j) “Interest” means the beneficial interest of a Holder in the Trust Property of any Series, including all rights, powers and privileges accorded to Holders by this Declaration, which interest may be expressed as a percentage, determined by calculating for a particular Series, at such times and on such basis as the Trustees shall from time to time determine, the ratio of each Holder’s Book Capital Account balance to the total of all Holders’ Book Capital Account balances. Reference herein to a specified percentage of, or fraction of, Interests of a particular Series, means Holders whose combined Book Capital Account balances represent such specified percentage or fraction of the combined Book Capital Account balances of all, or a specified group of, Holders of such Series.

(k) “Interested Person” shall have the same meaning given to such term in the 1940 Act (as defined below).

(l) “Maryland Act” shall refer to the Maryland Statutory Trust Act, as amended from time to time.

(m) “1940 Act” refers to the Investment Company Act of 1940 (and any successor statute) and the rules thereunder, all as amended from time to time, as may apply to the Trust or any Series (as defined below), including pursuant to any exemptive, interpretive

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or other relief or guidance issued by the Commission or the staff of the Commission under such Act.

(n) “Outstanding Interests” means those Interests (as defined above) shown from time to time on the books of the Trust or its transfer agent as then outstanding, but shall not include Interests which have been withdrawn, repurchased, cancelled or terminated by the Trust.

(o) “Person” means and includes natural persons, corporations, partnerships, limited partnerships, business trusts, limited liability partnerships, statutory trusts, limited liability companies, trusts, associations, joint ventures, estates, nominees and any other entity in its own or any representative capacity, whether or not legal entities, and governments and agencies and political subdivisions thereof, in each case whether domestic or foreign.

(p) “Registration Statement” means the most recent effective registration statement filed with the Commission pursuant to the 1940 Act with respect to the Trust or one or more such Series thereof, as the same may be supplemented or modified from time to time in accordance with the requirements of the 1940 Act.

(q) “Series” individually or collectively means each Series of Interests (as defined below) as may be established and designated from time to time by the Trustees pursuant to Section 4.9(b) hereof.

(r) “SDAT” means the State Department of Assessments and Taxation of Maryland.

(s) “Trust” refers to the Maryland statutory trust established under the Maryland Act by this Declaration and the filing of the Certificate of Trust with the SDAT.

(t) “Trust Property” means (i) with respect to any Series, any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of such Series and (ii) with respect to the Trust, the aggregate Trust Property of all of the Series together with any General Assets (as defined in Section 4.9(a)(iii) hereof) not yet allocated to a Series.

(u) “Trustees” means, at any time, the Person or Persons who have signed this Declaration and all other Persons who may from time to time be duly qualified and serving as Trustees in accordance with the provisions of Article V hereof, in each case if they shall at that time continue in office in accordance with the terms hereof, and reference herein to a Trustee or the Trustees shall refer to such Person or Persons in his capacity or their capacities as Trustees hereunder.

(v) “Withdrawal” means the complete withdrawal of the Interest of a Holder in a Series the result of which is to reduce the Book Capital Account balance of that Holder in the Series to zero, and the term “withdraw” shall mean to effect a Withdrawal.

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ARTICLE II

NATURE AND PURPOSE OF TRUST

The purpose of the Trust is to engage in, operate and carry on the business of an open-end management investment company through one or more Series, and to do any and all acts or things as are necessary, convenient, appropriate, incidental or customary in connection therewith, both within and without the State of Maryland, and each Series of the Trust will be registered as a management investment company with the Commission (or will be a Series of such a registered management investment company) at all times that such Series has material assets. Without limiting the foregoing or the other provisions hereof, the Trust may exercise all powers conferred by the laws of the State of Maryland upon a Maryland statutory trust formed pursuant to the Maryland Act.

ARTICLE III

PRINCIPAL PLACE OF BUSINESS; REGISTERED AGENT

The principal place of business of the Trust in the State of Maryland is 100 International Drive, Baltimore, Maryland 21202. Unless otherwise required by applicable law, the Trust shall at all times maintain at least one resident agent who shall be either an individual who resides in the State of Maryland or a Maryland corporation. The Trustees may change the principal place of business or such resident agent of the Trust from time to time by making the appropriate filing or filings with the SDAT.

ARTICLE IV

BENEFICIAL INTERESTS; HOLDERS

Section 4.1. Beneficial Interest. The beneficial interest in each Series of the Trust shall consist of Interests. The value of a Holder’s Interest in any Series shall be equal to the Book Capital Account balance of the Holder in that Series.

Section 4.2. Purchase of Interests. Interests may be sold by the Trust only to Institutional Investors (including, without limitation, any Institutional Investor in which a Trustee, officer or agent of the Trust has an interest), as may be approved by the Trustees, for cash or other consideration acceptable to the Trustees, subject to the requirements of the 1940 Act, at such time or times and on such terms as the Trustees, from time to time, may deem advisable, and the Trust or any Series may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of, liabilities) and businesses. Notwithstanding the foregoing, the Trust shall have the right to refuse to sell Interests to any Person at any time and without any cause or reason therefor. A Holder may increase or decrease its Interest in a Series in accordance with the provisions of Section 8.1 hereof.

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Section 4.3 Rights of Holders. The ownership of the Trust Property of every description and the right to conduct any business herein described is vested exclusively in the Trust. The Holders shall have no right or title in or to the Trust Property or to call for any partition or division of any property, profits, rights or interests of the Trust or any Series thereof, and the Holders shall have no interest therein other than the beneficial interest represented by their Interests. The death, incapacity, dissolution, termination, or bankruptcy of a Holder during the continuance of the Trust shall neither operate to terminate the Trust or any Series thereof nor entitle the representative of any such Holder to an accounting or to take any action in court or elsewhere against the Trust, any Series thereof or the Trustees, but shall entitle such representative only to the rights of said Holder under this Declaration. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind personally any Holder, or to call upon any Holder for the payment of any sum of money or assessment whatsoever other than such as the Holder may at any time personally agree to pay, provided however that any sales loads or charges, creation or withdrawal fees, account fees or any other fees or charges not prohibited as charges to Holders under applicable law shall not be deemed to be an assessment or payment for the purposes of this Declaration. Any Interest in the Trust shall be personal property giving only the rights specifically set forth in this Declaration. The Holders shall not, as such Holders, have any right to acquire, purchase or subscribe for any securities or any Interests in the Trust that it may hereafter issue or sell, other than such right, if any, as the Trustees may determine. The Holders shall not be entitled to exercise the rights of objecting shareholders and shall have no appraisal rights with respect to their Interests and, except as otherwise determined by the Trustees from time to time, shall have no exchange or conversion rights with respect to their Interests. Every Holder, by virtue of purchasing an Interest and becoming a Holder, shall be held to have expressly assented and agreed to the terms of this Declaration and any other governing instrument and shall be bound thereby.

Section 4.4. Ownership and Transfer of Interests. The ownership of an Interest and the Book Capital Account Balance of each Holder in each Series shall be recorded on the books of the Trust or, if there is a transfer or similar agent, on the books and records of such transfer or similar agent, which records shall be maintained separately for each Series of the Trust. No certificates representing the ownership of an Interest shall be issued except as the Trustees may otherwise determine from time to time. The Trust shall be entitled to treat a Holder of record as the holder in fact and shall not be bound to recognize any equitable or other claim of interest in such Holder’s Interest on the part of any other entity except as may be otherwise expressly provided by law. A Holder may transfer its Interest only with the prior written consent of the Trustees, which consent may be granted or withheld in the Trustees’ sole discretion. The Trustees may make such rules or impose such restrictions as they consider necessary or appropriate for the purchase of Interests, transfer of Interests and similar matters. The record books of each Series of the Trust, as kept by the Trust or any transfer or similar agent of the Trust, shall be conclusive as to who are the Holders and as to the Book Capital Account balance of each Holder in such Series from time to time. No Holder shall be entitled to receive any payment of a dividend or distribution, or to have notice given to it as provided herein or

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in the Bylaws, until it has provided such information as shall be required to the Trust or, as applicable, the Trust’s transfer or similar agent with respect to its Interest.

Section 4.5. Voting by Holders. (a) Holders shall not have the power to vote on any matter except: (i) for the election or removal of Trustees to the extent and as provided in Article V hereof, and (ii) with respect to such additional matters relating to the Trust as may be required by law or as the Trustees may consider and determine necessary or desirable.

(b) On each matter submitted to a vote of the Holders, each Holder shall be entitled to a vote proportionate to its Book Capital Account as recorded on the books of the Trust (which in the case of a Holder that holds Interests in more than one Series shall be the sum of the Holder’s Book Capital Accounts with respect to each Series) determined at the close of business on the record date. On each matter submitted to a vote of the Holders, a Holder may apportion its vote with respect to a proposal in the same proportion as its own shareholders voted with respect to that proposal. There shall be no cumulative voting in the election of Trustees or on any other matter submitted to a vote of the Holders. Holders may vote in person or by proxy. Until Interests of the Trust or any Series are issued, the Trustees may exercise all rights of Holders of the Trust or such Series and may take any action required or permitted by law, this Declaration or the Bylaws of the Trust to be taken by Holders of the Trust or such Series.

Only Holders who are owners of record on the books of the Trust on the applicable record date will be entitled to vote on a matter. For the avoidance of doubt, the Trust shall be entitled to rely on any vote cast by a Holder, and, without any further or independent investigation, shall deem any vote cast by a Holder that holds of record Interests on behalf of one or more beneficial owners of Interest to have been taken in accordance with all applicable laws and regulations governing the relationship between the Holder and its beneficial owners and/or any contractual provision or other arrangement with any beneficial owner of Interests holding through such Holder.

(c) On any matter submitted to a vote of the Holders of the Trust, Interests of the Holders of all Series then entitled to vote shall be voted together, except that (i) when required by the 1940 Act to be voted by individual Series, the vote shall be taken by individual Series, and (ii) when the Trustees have determined that the matter affects only the interests of Holders of one or more Series, only Holders of such one or more Series shall be entitled to vote thereon.

Section 4.6. Meetings. Meetings of the Holders of the Trust or any one or more Series may be called and held from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Holders as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. The Trustees may set in the Bylaws, or may otherwise establish, provisions relating to the calling and holding of meetings (including the holding of meetings by electronic or other similar means), notice of meetings, record dates, place of meetings, conduct of meetings, voting by proxy, postponement, adjournment or cancellation of meetings and related matters.

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Section 4.7. Quorum and Action. (a) The Trustees shall set forth in the Bylaws the quorum required for the transaction of business by the Holders at a meeting, which quorum shall in no event be less than Interests representing thirty percent (30%) of the voting power of the Interests entitled to vote at such meeting.

(b) The Holders shall take action by the affirmative vote of the Holders representing a majority, except in the case of the election of Trustees which shall only require a plurality, of votes cast at a meeting of Holders at which a quorum is present, except as may be otherwise required by applicable law or any provision of this Declaration or the Bylaws.

Section 4.8. Action by Written Consent in Lieu of Meeting of Holders. Any action required or permitted to be taken at a meeting of the Holders may be taken, if (but only if) so directed by the Trustees, without a meeting by written action executed by Holders, as of a record date specified by the Trustees, holding not less than the minimum voting power that would have been necessary to take the action at a meeting, assuming that all of the Holders entitled to vote on that action were present and voting at that meeting. The written action shall be effective when it has been executed by the requisite number of Holders and delivered to the Secretary of the Trust, unless a different effective time is provided in the written action. Such a consent may be executed and delivered by electronic means in accordance with any procedures that may be adopted by the Trustees from time to time.

Section 4.9. Series. (a) Terms of Series. The Trustees hereby establish the Series listed on Schedule A hereto, and the Trustees may from time to time authorize the establishment of additional Series. The relative rights, preferences, privileges, limitations, restrictions and other relative terms of any Series shall be established and designated by the Trustees, and may be modified by the Trustees from time to time, upon and subject to the following provisions:

(i) An Interest in a Series shall represent a beneficial interest in the net assets allocated or belonging to such Series only, and such interest shall not extend to the assets of the Trust generally (except to the extent that General Assets (as defined below) are allocated to such Series). The Trustees shall have exclusive power, subject to the provisions of this Declaration, to fix and determine the rights and qualifications of the Holders of any Series including, without limitation, as to qualifications for ownership, minimum purchase amounts, minimum account size, purchase price, fees and expenses, withdrawals, conversions and exchanges, and each Series shall have such business purpose or investment objective as shall be determined by the Trustees. All references to Interests in this Declaration shall be deemed to include references to Interests in any or all Series as the context may require

(ii) The amount of authorized Interests in each Series and the amount of Interests in each Series that may be purchased shall be unlimited. Whether or not

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Interests are then outstanding, the Trustees may divide or combine any Interests in any Series into a greater or lesser number; terminate any one or more Series; change the name of a Series; and take such other action with respect to the Series as the Trustees may deem desirable.

(iii) All consideration received by the Trust for the purchase of any Interest in a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be (collectively, the “Assets”), shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors of such Series, and shall be so recorded upon the books of the Trust. Such Assets, together with any General Assets (as hereinafter defined) allocated to that Series as provided in the following sentence, are herein referred to as “Assets belonging to” that Series. In the event that there are any assets, income, earnings, profits or proceeds thereof, funds or payments which are not readily identifiable as Assets belonging to any particular Series (collectively, the “General Assets”), subject to Section 10.1(b), the Trustees shall allocate such General Assets to and among any one or more of the Series created from time to time in such manner and on such basis as they deem fair and equitable. Each such allocation by the Trustees shall be final, conclusive and binding upon the Holders of all Series for all purposes, and the General Assets so allocated to a particular Series shall thereafter be Assets belonging to that Series. Separate and distinct records shall be maintained for each Series and the Assets belonging to each Series shall be held and accounted for in such separate and distinct records separately from the Assets belonging to each other Series and any General Assets of the Trust not yet allocated to a Series.

(iv) The Assets belonging to a particular Series shall be charged with the debts, liabilities and obligations of the Trust in respect of that Series and with all expenses, costs, charges and reserves attributable to that Series (collectively, the “Liabilities”), which Liabilities shall be recorded upon the books of the Trust. Such Liabilities together with any General Liabilities (as hereinafter defined) allocated to that Series as provided in the following sentence, are herein referred to as “Liabilities belonging to” that Series. In the event there are any debts, liabilities, obligations, expenses, costs, charges or reserves of the Trust that are not readily identifiable as belonging to any particular Series (collectively, the “General Liabilities”), the Trustees shall allocate and charge such General Liabilities to and among any one or more of the Series created from time to time in such manner and on such basis as they deem fair and equitable. Each such allocation by the Trustees shall be final, conclusive and binding upon all concerned for all purposes, and the General Liabilities so allocated to a particular Series shall thereafter be Liabilities belonging to that Series. Without limiting the foregoing, the Liabilities belonging to a particular Series shall be enforceable only against the Assets belonging to such Series and not against the assets of the Trust

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generally or against the Assets belonging to any other Series, and none of the General Liabilities incurred, contracted for or otherwise existing with respect to the Trust generally shall be enforceable against the Assets belonging to any Series unless and until such General Liabilities have been allocated to such Series as set forth above. Notice of this contractual limitation on liabilities among Series may be set forth in the Certificate of Trust (whether originally or by amendment) as filed or to be filed with the SDAT pursuant to the Maryland Act, and upon the giving of such notice in the Certificate of Trust, the statutory provisions of §12-501(d) of the Maryland Act relating to limitations on liabilities among Series (and the statutory effect under §12-501(d) of setting forth such notice in the Certificate of Trust) shall become applicable to the Trust and each Series. Any Person extending credit to, contracting with or having any claim against any Series or the Trust on behalf of any Series may look only to the Assets belonging to that Series to satisfy or enforce any Liability belonging to that Series. No Holder or former Holder of any Series, in such capacity, shall have a claim on or any right to any Assets belonging to any other Series.

(b) Establishment and Designation of Series. The establishment and designation of any Series shall be effective upon the adoption by a majority of the Trustees of a resolution (or upon a later date specified in such resolution) that sets forth such establishment and designation and the relative rights, preferences, privileges, limitations, restrictions and other relative terms of such Series, whether directly in such resolution or by reference to one or more documents or instruments outside this Declaration and outside the resolutions, as the same may be in effect from time to time, including any Registration Statement relating to such Series, and any such resolutions, documents and instruments shall be deemed to be incorporated by reference herein as part of the Trust’s “governing instrument” within the meaning of the Maryland Act.

Section 4.10. Disclosure of Holdings. Holders in the Trust shall upon demand disclose to the Trust in writing such information with respect to direct and indirect ownership of Interests as the Trustees deem necessary to comply with the provisions of the Code; to comply with the requirements of any other law or regulation; or as the Trustees may otherwise decide, and ownership of Interests may be disclosed by the Trust if so required by applicable law or as the Trustees may otherwise decide.

Section 4.11. Access to Trust Records. Holders shall have no right under the Maryland Act to inspect the records, documents, accounts and books of the Trust, and except to the extent required by law other than the Maryland Act, Holders shall be permitted to inspect only such records, documents, accounts and books of the Trust as the Trustees may determine from time to time.

Section 4.12. Communications with Holders. Any notices, reports, statements, or communications with Holders of any kind required under this Declaration, including any such communications with Holders or their counsel or other representatives required under Section 9.8 hereof, or otherwise made by the Trust or its agents on behalf of the Trust shall be governed by the provisions pertaining thereto in the Bylaws.

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ARTICLE V

THE TRUSTEES

Section 5.1. Management of the Trust. The business and affairs of the Trust shall be managed under the direction of the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility, including, without limitation, those powers described more fully in Article VI hereof.

Section 5.2. Qualification and Number. Each Trustee shall be a natural person. A Trustee need not be a citizen of the United States or a resident of the State of Maryland. By a majority vote or consent of the Trustees as may then be in office, the Trustees may from time to time establish the number of Trustees. No decrease in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his term, but the number of Trustees may be decreased in conjunction with the removal of a Trustee pursuant to Section 5.4 hereof.

Section 5.3. Term and Election. Except as provided in Section 5.4 below, each Trustee shall hold office until the next meeting of Holders called for the purpose of considering the election or re-election of such Trustee or of a successor to such Trustee, and until his successor, if any, is elected, qualified and serving as a Trustee hereunder. Any Trustee vacancy may be filled by the affirmative vote or consent of a majority of the Trustees then in office, except as prohibited by the 1940 Act, or, if for any reason there are no Trustees then in office, vacancies may be filled by the officers of the Trust elected pursuant to Section 6.2(b)(iii) hereof, or may be filled in any other manner permitted by the 1940 Act.

Section 5.4. Resignation, Retirement and Removal. Any Trustee may resign or retire as a Trustee by an instrument in writing signed by him and delivered or mailed to the Chair, if any, the President or the Secretary, and such resignation or retirement shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any Trustee who has attained a mandatory retirement age or term limit established pursuant to, or who is otherwise required to retire in accordance with, any written policy adopted from time to time by at least two-thirds (2/3) of the Trustees shall, automatically and without action of such Trustee or the remaining Trustees, be deemed to have retired in accordance with the terms of such policy, effective as of the date determined in accordance with such policy; and any Trustee who has become incapacitated by illness or injury as determined by a majority of the other Trustees or declared incompetent by a court of appropriate jurisdiction, may be retired by written instrument signed by a majority of the other Trustees. Except as aforesaid, any Trustee may be removed from office only (i) by action of at least two-thirds (2/3) of the voting power of the Outstanding Interests, or (ii) by the action of at least two-thirds (2/3) of the remaining Trustees, specifying the date when such removal shall become effective. Except to the extent expressly provided in a written agreement to which the Trust is a party or in a written

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policy adopted by the Trustees, no resigning, retiring or removed Trustee shall have any right to any compensation for any period following his resignation, retirement or removal, or any right to damages on account of such resignation, retirement or removal.

Section 5.5. Vacancies. The death, resignation, retirement, removal, or incapacity of one or more of the Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees.

ARTICLE VI

POWERS OF TRUSTEES

Section 6.1. General Powers. The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust but with full powers of delegation, except as may otherwise be expressly prohibited by this Declaration. The Trustees shall have the power to direct the business and affairs of the Trust and carry on the Trust’s operations and maintain offices both within and outside the State of Maryland, and to do or authorize all such other things and execute or authorize the execution of all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust. With respect to any power or authority of the Trustees hereunder, whether stated or implied, the Trustees shall have all further powers and authority as may be necessary, incidental, relative, conducive, appropriate or desirable for the accomplishment, carrying out or attainment of any action authorized by the Trustees. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Trustees. Without limiting the foregoing, the Trustees shall have power and authority to cause the Trust to operate and carry on the business of an investment company and the Trustees shall exercise all the powers as are necessary, convenient, appropriate, incidental or customary in connection therewith and may exercise all powers which are ordinarily exercised by the trustees of a statutory trust. The enumeration of any specific power herein shall not be construed as limiting the aforesaid general powers. Such powers of the Trustees may be exercised without order of or resort to any court. Whenever in this Declaration the Trustees are given authority to act on behalf of the Trust or to direct, authorize or cause the Trust to take any action, such power and authority shall apply, mutatis mutandis, to any action of the Trust on behalf of any Series.

Section 6.2. Certain Specific Powers. (a) Investments. The Trustees shall not in any way be bound or limited by present or future laws, rules, regulations, or customs in regard to investments by fiduciaries, but shall have full authority and power to authorize the Trust to make, invest and reinvest in, to buy or otherwise acquire, to hold, for investment or otherwise, to borrow, to sell, terminate, exercise or otherwise dispose of, to

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lend or to pledge, to write, enter into, engage, trade or deal in any and all investments or investment strategies as they may deem proper at any time and from time to time to accomplish the purpose of the Trust or any Series thereof. In furtherance of, and in no way limiting, the foregoing, the Trustees shall have power and authority to authorize the Trust:

(i) to exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities or other assets;

(ii) to hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form or either in the Trust’s name or in the name of a custodian or a nominee or nominees;

(iii) to exercise all rights, powers and privileges of ownership or interest in all securities and other assets included in the Trust Property, including the right to vote thereon and otherwise act with respect thereto and to do all acts for the preservation, protection, improvement and enhancement in value of all such assets;

(iv) to acquire (by purchase, lease or otherwise) and to hold, use, maintain, develop and dispose of (by sale or otherwise) any property, real or personal, tangible or intangible, including cash, securities, currencies, any commodities, and any interest therein;

(v) to borrow money for any purpose and in this connection issue notes or other evidence of indebtedness;

(vi) to secure borrowings by mortgaging, pledging or otherwise subjecting as security all or any portion of the Trust Property;

(vii) to endorse, guarantee, or undertake the performance of any obligation or engagement of any other Person;

(viii) to lend money or any other Trust Property;

(ix) to aid by further investment any corporation, company, trust, association or firm, any obligation of or interest in which is included in the Trust Property or in the affairs of which the Trustees have any direct or indirect interest and to do all acts and things designed to protect, preserve, improve or enhance the value of such obligation or interest;

(x) to guarantee or become surety on any or all of the contracts, stocks, bonds, notes, debentures and other obligations of any such corporation, company, trust, association or firm;

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(xi) to consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer, any security or property of which is held in the Trust;

(xii) to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or issuer;

(xiii) to pay calls or subscriptions with respect to any security held in the Trust; and

(xiv) to join with other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper.

(b) Additional Powers. The Trustees shall have the power and authority on behalf of the Trust:

(i) to employ, engage or contract with, and make payments to, such Persons as the Trustees may deem desirable for the transaction of the business of the Trust or any Series thereof, including, without limitation, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member, whether as agents or independent contractors of the Trust or any Series thereof, or as delegates of the Trustees, officers, or any other Person who may be involved with the management of the business affairs of the Trust or any Series thereof, to have such titles, and such rights, powers and duties as the Trustees may determine from time to time, and to terminate any such employment, engagement or contract or other relationship;

(ii) to authorize the Trust to enter into joint ventures, partnerships and any other combinations or associations;

(iii) to elect and remove such officers as they consider appropriate;

(iv) to authorize the Trust to indemnify any Person with whom the Trust has dealings, including, without limitation, any investment adviser or sub-adviser, placement agent, administrator or sub-administrator, custodian or sub-custodian, transfer agent or sub-transfer agent, other agents or independent contractors, to such extent as the Trustees shall determine;

(v) to authorize the Trust to purchase, and pay for out of Trust Property, (A) insurance policies insuring the Holders, Trustees, officers, employees and any

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other Persons, including, without limitation, any investment adviser or sub-adviser, distributor, administrator or sub-administrator, custodian or sub-custodian, transfer agent or sub-transfer agent, selected dealers, other agents or independent contractors, against any or all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, (B) insurance for the protection of Trust Property, (C) insurance as may be required by applicable law, or (D) such other insurance as the Trustees shall deem advisable, in each case as the Trustees shall determine;

(vi) to authorize the Trust to establish pension, profit-sharing, share purchase, deferred compensation, and other retirement, incentive and benefit plans, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any Trustees, officers, employees and agents of the Trust;

(vii) to authorize the Trust to guarantee indebtedness or contractual obligations of others;

(viii) to determine and change the fiscal year of the Trust or any Series and the method by which its accounts shall be kept;

(ix) to adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust; and

(x) to engage in any other lawful act or activity in connection with or incidental to any of the powers enumerated in this Declaration, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers.

(c) The foregoing enumeration of the powers and authority of the Trustees shall be read as broadly and liberally as possible, it being the intent of the foregoing in no way to limit the Trustees’ powers and authority.

Section 6.3. Interests. The Trustees shall have the power to authorize the Trust to sell, repurchase, withdraw, retire, cancel, acquire, hold, resell, dispose of, transfer, and otherwise deal in Interests of any Series and in any options, warrants or other rights to purchase an Interest of any Series or any other interests in any Series of the Trust.

Section 6.4. Delegation; Committees. The Trustees shall have power to delegate from time to time to one or more of their number or to officers, employees, agents or independent contractors of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or

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otherwise as the Trustees may deem expedient, except to the extent such delegation is prohibited by the 1940 Act.

Without limiting the foregoing, and notwithstanding any provisions herein to the contrary, the Trustees may by resolution appoint committees consisting of one or more Trustees then in office and such other members as the Trustees shall approve, which committees may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committees were the acts of all the Trustees then in office.

Section 6.5. Collection and Payment. The Trustees shall have the power to authorize the Trust to: collect all money or other property due to the Trust; to pay all claims, including taxes, against the Trust Property; to prosecute, defend, arbitrate, compromise or abandon any claims relating to the Trust Property; to foreclose any security interest securing any obligations, by virtue of which any money or other property is owed to the Trust; and to enter into releases, agreements and other instruments; but the Trustees shall have no liability for failing to authorize the Trust to do any of the foregoing.

Section 6.6. Expenses. The Trustees shall have the power to authorize the Trust to incur and pay any expenses which, in the opinion of the Trustees, are necessary or incidental to carry out any of the purposes of this Declaration, to pay compensation from the funds of the Trust to themselves as Trustees and to reimburse themselves from the funds of the Trust for their expenses and disbursements. The Trustees shall fix the compensation of all officers, employees and Trustees.

Section 6.7. Manner of Acting. Except as otherwise provided herein, under applicable law or in the Bylaws, any action to be taken or determination made by the Trustees may be taken or made by a majority of the Trustees present at a meeting of Trustees (a quorum being present), including any meeting held by means of a conference telephone circuit or similar communications equipment by means of which all Persons participating in the meeting can hear each other, or by written consents of a majority of Trustees then in office. Any such action or determination may be made by reference to one or more documents or instruments or policies or procedures outside this Declaration and outside the resolutions of the Trustees. Except as set forth specifically in this Declaration, any action that may be taken by the Trustees may be taken by them in their sole discretion and without the vote or consent of Holders.

Section 6.8. Bylaws. The Trustees may adopt Bylaws not inconsistent with this Declaration to provide for the conduct of the business of the Trust and shall have the exclusive power to amend or repeal such Bylaws.

Section 6.9. Principal Transactions. Except in transactions not permitted by the 1940 Act, the Trustees may authorize the Trust to buy any securities or other assets from or sell or lend any securities or other assets of the Trust to, any affiliate of the Trust or any account managed by an affiliate of the Trust, any Trustee or officer of the Trust or

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any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any investment adviser (or sub-adviser), placement agent, administrator (or sub-administrator), custodian (or sub-custodian), transfer agent or (sub-transfer agent) or affiliate of the Trust or any account managed by an affiliate of the Trust.

Section 6.10. Effect of Trustees’ Determination. Any action taken or determination made by or pursuant to the direction of the Trustees in good faith and consistent with the provisions of this Declaration shall be final and conclusive and shall be binding upon the Trust, every Holder at any time of an Interest and any other Person.

ARTICLE VII

SERVICE PROVIDERS

Section 7.1. Investment Adviser and Administrator. The Trust may enter into contracts with one or more Persons, to act as investment adviser, investment sub-adviser, manager, administrator, sub-administrator or other agent or independent contractor to the Trust or Series, and as such to perform such functions as the Trustees may deem reasonable and proper, including, without limitation, investment advisory, management, research, valuation of assets, clerical and administrative functions, under such terms and conditions, and for such compensation, as the Trustees may deem advisable. The Trustees may also authorize or direct any adviser or sub-adviser to employ one or more sub-advisers from time to time and any administrator to employ one or more sub-administrators from time to time, upon such terms and conditions as shall be approved by the Trustees.

Section 7.2. Placement Agent; Transfer Agent; Custodian. The Trust may enter into a contract or contracts with one or more Persons to act as placement agents whereby the Trust may either agree to sell Interests in the Trust or any Series to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Interests or a contractor for the sale of such Interests, all with such other provisions as the Trustees may deem reasonable and proper, and the Trust may from time to time enter into transfer agency and/or sub-transfer agency contract(s), in each case with such terms and conditions, and providing for such compensation, as the Trustees may deem advisable.

All securities and cash of the Trust shall be held pursuant to a written contract or contracts with one or more custodians and subcustodians or shall otherwise be held in accordance with the 1940 Act.

Section 7.3. Parties to Contract. Any contract of the character described in this Article VII may be entered into with any Person, including, without limitation, the investment adviser, any investment sub-adviser or an affiliate of the investment adviser or sub-adviser, although one or more of the Trustees, officers, or Holders of the Trust

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may be an officer, director, trustee, shareholder, or member of such other party to the contract, or otherwise interested in such contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom. The same Person may be a party to more than one contract entered into pursuant to this Article VII and any individual may be financially interested or otherwise affiliated with Persons who are parties to any or all of the contracts mentioned in this Article VII.

Section 7.4. Further Authority of Trustees. The authority of the Trustees hereunder to authorize the Trust to enter into contracts or other agreements or arrangements shall include the authority of the Trustees to modify, amend, waive any provision of, supplement, assign all or a portion of, novate, or terminate such contracts, agreements or arrangements. The enumeration of any specific contracts in this Article VII shall in no way be deemed to limit the power and authority of the Trustees as set forth in Section 6.2 hereof to authorize the Trust to employ, contract with or make payments to such Persons as the Trustees may deem desirable for the transaction of the business of the Trust.

ARTICLE VIII

INCREASES, DECREASES AND WITHDRAWALS OF INTERESTS;

DETERMINATION OF BOOK CAPITAL ACCOUNT BALANCES AND

DISTRIBUTIONS

Section 8.1. Increases, Decreases and Withdrawal of Interests. Subject to applicable law, to the provisions of this Declaration and to such restrictions as may from time to time be adopted by the Trustees, each Holder may vary its Interest in any Series at any time by an increase (through a capital contribution) or a decrease (through a capital withdrawal) or a Withdrawal of its Interest. An increase in the Holder’s Interest in a Series shall be reflected as an increase in the Book Capital Account balance of that Holder in that Series and a decrease in the Holder’s Interest in a Series or the Withdrawal of that Holder’s Interest shall be reflected as a decrease in the Book Capital Account balance of that Holder in that Series. The Trust shall, upon appropriate and adequate notice from any Holder, increase, decrease or withdraw such Holder’s Interest for an amount determined by the application of a formula adopted for such purpose from time to time by resolution of the Trustees; provided that (a) the amount received by the Holder upon any such decrease or Withdrawal shall not exceed the decrease in the Holder’s Book Capital Account balance effected by such decrease or Withdrawal of its Interest, and no such decrease or Withdrawal shall decrease the Holder’s Book Capital Account balance below zero, and (b) if so authorized by the Trustees, the Trust may, at any time and from time to time, charge fees for effecting any such decrease or Withdrawal, at such rates as the Trustees may establish. Decreases or Withdrawals shall be made as determined by the Trustees from time to time at such offices or agencies and in accordance with such

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conditions, not inconsistent with the 1940 Act, regarding the decrease or withdrawal of Interests as may be described in the applicable Registration Statement.

No withdrawal of any Interest shall occur on a day unless the Book Capital Account balance of Holders of the applicable Series shall be determined on that day as provided in Section 8.2 below.

A Holder which has withdrawn its Interest in a Series may not be permitted to purchase Interests in such Series until the later of sixty (60) calendar days after the date of such Withdrawal or the first day of the Series’ fiscal year next succeeding the fiscal year during which such Withdrawal occurred.

Section 8.2. Book Capital Account Balances. The Book Capital Account balance of Holders with respect to a particular Series shall be determined on such days and at such time or times as the Trustees may determine in accordance with Section 8.7 hereof. Upon the Withdrawal of an Interest, the Holder of that Interest shall be entitled to receive the balance of its Book Capital Account. A Holder may transfer all or a portion of its Book Capital Account balance only with the prior written consent of the Trustees, which consent may be granted or withheld in the Trustees’ sole discretion.

Section 8.3. Allocations and Distributions to Holders. The officers of the Trust shall, with respect to each Series, in compliance with the Code, the 1940 Act and generally accepted accounting principles, (i) pursuant to procedures adopted by the officers subject to any direction from the Trustees, allocate unrealized gains and losses, taxable income and tax loss, and profit and loss, or any item or items thereof, to each Holder, and (ii) as authorized by the Trustees, make payment of distributions, if any, to Holders, including upon liquidation. The officers may, subject to any direction from the Trustees, retain from the assets of a Series such amount as they may deem necessary to pay the liabilities and expenses of that Series. All distributions to Holders of a particular Series shall be distributed only from the Assets belonging to that Series, as such term is defined in Section 4.9 hereof. Such distributions may be paid in cash and/or in securities or other property, and the composition of any such distribution shall be determined by the Trustees and may be different among Holders (including differences among Holders in the same Series); provided, however, that the amounts distributed to Holders of a given Series shall be in proportion to their Book Capital Accounts with respect to such Series.

Section 8.4. Payment. Payment made with respect to the decrease in or Withdrawal of a Holder’s Interest in a Series shall be made in cash or in property or any combination thereof, out of the Assets belonging to such Series, as such term is defined in Section 4.9 hereof, and the composition of any such payment may be different among Holders (including differences among Holders in the same Series), at such time and in the manner as may be specified from time to time in the applicable Registration Statement. In no event shall the Trust be liable for any delay of any other Person in transferring securities or other property selected for delivery as all or part of any such payment.

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Section 8.5. Decrease or Withdrawal by Action of the Trust. The Trustees may, in their discretion, require the Trust to decrease in part or withdraw any Holder’s Interest for any reason at any time. The decrease or Withdrawal shall be effected in the manner described in this Article VIII.

Section 8.6. Suspension of Right to Decrease or Withdraw. Notwithstanding the provisions of Section 8.1 hereof, the Trust may postpone payment of any amounts due upon the decrease in or Withdrawal of a Holder’s Interest and may suspend the right of the Holders to decrease their Interest or Withdraw their Interest to the extent permissible under the 1940 Act.

Section 8.7. Determination of Value of Book Capital Account; Valuation of Portfolio Assets. The Trustees may from time to time prescribe such bases and times for determining the value of Book Capital Accounts of the Trust or any Series thereof and may prescribe or approve the procedures and methods for determining the value of portfolio assets as they may deem necessary or desirable.

The Trust may suspend the determination of Book Capital Account value during any period when it may suspend the right of the Holders to decrease or withdraw their Interests.

Section 8.8. Reserves. The Trustees may set apart, from time to time, out of any funds of the Trust or Series thereof a reserve or reserves for any proper purpose, and may abolish any such reserve.

Section 8.9. Determination by Trustees. The Trustees may make any determinations they deem necessary with respect to the provisions of this Article VIII, including, but not limited to, the following matters: the amount of the assets, obligations, liabilities and expenses of the Trust; the amount of the net income of the Trust from dividends, capital gains, interest or other sources for any period and the amount of assets at any time legally available for the payment of dividends or distributions; which items are to be treated as income and which as capital; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges were created shall have been paid or discharged); the market value, or any other price to be applied in determining the market value, or the fair value, of any security or other asset owned or held by the Trust; the number of Outstanding Interests in the Trust; and any of the foregoing matters as it may pertain to any Series.

ARTICLE IX

LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 9.1. No Personal Liability of and Indemnification of Holders. No personal liability for any debt, liability or obligation or expense incurred by, contracted for, or otherwise existing with respect to, the Trust or any Series shall attach to any

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Holder or former Holder of the Trust. In case any Holder or former Holder of the Trust shall be held to be personally liable solely by reason of it being or having been a Holder and not because of its acts or omissions or for some other reason, the Holder or former Holder (or its corporate or other general successor) shall be entitled out of the assets of the Trust or, if the Trust has more than one Series, the applicable Series, to be held harmless from and indemnified against all loss and expense arising from such liability; provided, however, there shall be no liability or obligation of the Trust arising hereunder to reimburse any Holder for taxes paid by reason of such Holder’s ownership of any Interest or for losses suffered by reason of any changes in value of any Trust assets. The Trust shall, upon request by the Holder or former Holder, assume the defense of any claim made against the Holder for any act or obligation of the Trust and satisfy any judgment thereon. Except as otherwise specifically provided in this Declaration or in the Bylaws, the Trust shall have no obligation to pay or reimburse on behalf of any Holder, or to indemnify any Holder against, any fees, expenses or costs arising under any circumstances, whether in connection with a proceeding of any kind or otherwise.

Section 9.2. Limitation of Liability of Trustees and Others. (a) No Liability to Third Parties. No Person who is or has been a Trustee, officer, or employee of the Trust shall be subject to any personal liability whatsoever to any Person, other than the Trust or its Holders, in connection with the affairs of the Trust; and all Persons shall look solely to the Trust Property or Property of a Series for satisfaction of claims of any nature arising in connection with the affairs of the Trust or such Series.

(b) Limitation of Liability to Trust and Holders. Subject to applicable federal law, no Person who is or has been a Trustee or officer of the Trust shall be liable to the Trust or to any Holder for money damages except (i) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property, or services or (ii) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

(c) No Liability for Acts of Others. Without limiting the foregoing limitations of liability contained in this Section 9.2, a Trustee shall not be responsible for or liable in any event for any neglect or wrongdoing of any officer, employee, investment adviser, sub-adviser, placement agent, custodian, transfer agent or other agent or independent contractor of the Trust, nor shall any Trustee be responsible or liable for the act or omission of any other Trustee (or for the failure to compel in any way any former or acting Trustee to redress any breach of trust).

Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to his or their capacity as a Trustee or Trustees and neither such Trustee or Trustees shall be personally liable thereon.

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All Persons extending credit to, contracting with or having any claim against the Trust or a Series shall look only to the assets of the Trust Property or the Trust Property of such Series for payment under such credit, contract or claim; and neither the Trustees, nor any of the Trust’s officers, employees, agents or independent contractors, whether past, present or future, shall be personally liable therefor.

The provisions of this Section 9.2 do not address or limit any claim that the Trust may have against any Person contracting with the Trust, or change any obligation owed to the Trust under any contract or otherwise.

Section 9.3. Standard of Performance and Other Matters. 

(a) Standard of Performance. A Trustee shall perform his or her duties as a Trustee, including the duties as a member of a committee of the Trustees on which the Trustee serves, in good faith and in a manner that the Trustee believes to be in the best interests of the Trust. A Trustee shall be required to perform his or her duties as a Trustee only in accordance with such standard of performance, and no different or additional standard, whether under this Declaration or otherwise, shall be deemed to apply to a Trustee’s performance of his or her duties as a Trustee. This provision establishes the standard of performance required of a Trustee in performing his or her duties as a Trustee as permitted by Section 12-402(c) of the Maryland Act.

(b) Presumption. Any action or failure to act by a Trustee shall be presumed to be in accordance with the standard of performance described in this Section 9.3, and any Person alleging the contrary shall bear the burden of proof that the action or failure to act was not consistent with such standard of performance.

(c) Reliance on Others. The Trustees may rely upon advice of counsel or other experts with respect to the meaning and operation of this Declaration and their duties as Trustees hereunder, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. In discharging their duties, the Trustees shall be entitled to rely upon the books and records of the Trust and upon written or oral reports made to the Trustees by any officer, employee or agent of the Trust, any Trustee or committee of Trustees, or any counsel to the Trust, the Trustees, any committee of Trustees or Trustee, or any independent registered public accounting firm and (with respect to the subject matter of the contract involved) any officer, partner or responsible employee of any other party to any contract entered into hereunder.

(d) Not Experts. The appointment, designation or identification (including in any proxy or registration statement or other document) of a Trustee as chair of the Trustees, a member or chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert), or the lead independent Trustee, or as having experience, attributes or skills in any area, or any other appointment, designation or identification of a Trustee, shall not impose on that Person any standard or liability that is greater than that imposed pursuant to this Section 9.3 on that Person as a Trustee in the absence of the appointment, designation or identification, and no Trustee who has special attributes, skills, experience or expertise, or is appointed, designated or identified as

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aforesaid, shall be held to a higher standard by virtue thereof. In addition, no appointment, designation or identification of a Trustee as aforesaid shall affect in any way that Trustee’s rights or entitlement to exculpation, indemnification or advancement of expenses.

(e) No Bond or Surety. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

Section 9.4. Liability of Third Persons Dealing with the Trust or Trustees. No Person dealing with the Trust or the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trust or Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.

Section 9.5. Indemnification and Advancement of Expenses. Subject to the exceptions and limitations contained in this Section 9.5, every Person who is, or has been, a Trustee, officer, or employee of the Trust, including Persons who serve at the request of the Trust as directors, trustees, officers, employees, agents or independent contractors of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee, agent or independent contractor and against amounts paid or incurred by him in settlement thereof.

No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law.

The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a Person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a Person.

Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5.

To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered

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Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

As used in this Section 9.5, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil, criminal, administrative or other, including appeals, and the words “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

Section 9.6. Further Indemnification. Nothing contained herein shall affect any rights to indemnification to which any Covered Person or other Person may be entitled by contract or otherwise under law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person. Without limiting the foregoing, the Trust may, in connection with the acquisition of assets subject to liabilities pursuant to Section 4.2 hereof or a merger or consolidation pursuant to Section 10.2 hereof, assume the obligation to indemnify any Person including a Covered Person or otherwise contract to provide such indemnification.

Section 9.7. Amendments and Modifications. Without limiting the provisions of Section 11.1(b) hereof, in no event will any amendment, modification or change to the provisions of this Declaration or the Bylaws adversely affect in any manner the rights of any Covered Person to (a) indemnification under Section 9.5 hereof in connection with any proceeding in which such Covered Person becomes involved as a party or otherwise by virtue of being or having been a Trustee, officer or employee of the Trust or (b) any insurance payments under policies maintained by the Trust, in either case with respect to any act or omission of such Covered Person that occurred or is alleged to have occurred prior to the time of such amendment, modification or change to this Declaration or the Bylaws.

Section 9.8. Derivative Actions. (a) The purpose of this Section 9.8 is to protect the interests of the Trust and its Holders by establishing a process that will permit legitimate inquiries and claims to be made and considered while avoiding the time, expense, distraction and other harm that can be caused to the Trust and its Holders as a result of spurious demands and derivative actions.

(b) No Holder may bring a derivative or similar action or proceeding in the right or name of, or on behalf of, the Trust or any Series to recover a judgment in its favor (a “derivative action”) unless each of the following conditions is met:

(i) The complaining Holder was a Holder of the Series in the right or name of which, or on behalf of which the derivative action is proposed to be brought (the “affected Series”) at the time of the action or failure to act complained of, or acquired the Interests afterwards by operation of law from a Person who was a Holder at that time;

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(ii) The complaining Holder was a Holder of the affected Series at the time the demand required by subparagraph (iii) below was made;

(iii) Prior to the commencement of such derivative action, the complaining Holder has made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series (a “demand”), which demand shall be executed by or on behalf of the complaining Holder and shall include at least the following:

(1) a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought;

(2) a statement to the effect that the complaining Holder believes in good faith that it will fairly and adequately represent the interests of similarly situated Holders in enforcing the right of the affected Series and an explanation of why the complaining Holder believes that to be the case;

(3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (b) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification;

(4) a list of all other derivative or class actions in which the complaining Holder is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions;

(5) a certification of the Book Capital Account balance in the affected Series owned beneficially or of record by the complaining Holder at the time set forth in subparagraphs (i) and (ii) of this paragraph (b) and an undertaking that the complaining Holder will be a Holder of the affected Series as of the commencement of and throughout the derivative action and will notify the Trust in writing of any decrease, Withdrawal or other disposition by the complaining Holder within three business days thereof; and

(6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 below;

(iv) Holders who held (or subsequently acquired in accordance with subparagraph (i) above) Interests of the affected Series at the times specified in subparagraphs (i) and (ii) above and whose Book Capital Account balances, at the commencement of the derivative action, represent at least five percent (5%) of the voting power of the affected Series must join in bringing the derivative action; and

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(v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (d) below.

(c) Within 90 calendar days of the receipt of a demand submitted in accordance with the requirements set forth in subparagraph (iii) of paragraph (b) above, those Trustees who are independent for purposes of considering the demand (the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust or the affected Series, as applicable; provided, however, that the independent Trustees shall not be required to consider a demand that is not submitted in accordance with the requirements set forth in subparagraph (iii) of paragraph (b) above. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the complaining Holders, or, the Holders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) the fact that such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee.

(d) If the demand has been properly made under subparagraph (iii) of paragraph (b) above, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust or the affected Series, as applicable, the demand shall be rejected and the complaining Holders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not consistent with the standard required of the Trustees set forth in Section 9.3. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively. The Trustees, or the appropriate officers of the Trust, shall inform the complaining Holders of any decision reached under this paragraph (d) by sending in

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accordance with the provisions of Section 4.12 hereof written notice to each complaining Holder , or the Holder’s counsel, if represented by counsel, within five business days of such decision having been reached.

(e) If notice of a decision has not been sent to the complaining Holder or the Holder’s counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the complaining Holders shall not be barred by this Declaration from commencing a derivative action.

(f) A complaining Holder whose demand is rejected pursuant to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust in connection with the Trust’s consideration of the demand if, in the judgment of the independent Trustees, the demand was made without reasonable cause or for an improper purpose. A Holder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust for the costs and expenses (including attorneys’ fees) incurred by the Trust in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust in connection with the action shall be borne by the Holders who commenced the action.

(g) The Trust shall be responsible for payment of attorneys’ fees and legal expenses incurred by a complaining Holder in any circumstances only if required by law, and any attorneys’ fees the Trust is obligated to pay shall be calculated using reasonable hourly rates. The Trust shall not be responsible for payment of any attorneys’ fees incurred in connection with a Holder’s prosecution of a derivative action that are calculated on the basis of a contingency agreement or a percentage of recovery.

(h) A Holder of a particular Series of the Trust shall not be entitled in such capacity to commence a derivative action on behalf of any other Series of the Trust.

ARTICLE X

TERMINATION; MERGERS AND SALE OF ASSETS

Section 10.1. Termination of Trust or Series. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust or any Series of the Trust may be terminated at any time by the Trustees by written notice to the Holders of the Trust or such Series as the case may be.

(b) Upon the requisite action of the Trustees to terminate the Trust or such Series, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, as may be determined by the Trustees and as required by the Maryland Act, which may include the establishment of a liquidating trust or similar vehicle, the Trust shall, in accordance with such procedures as the Trustees

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consider appropriate, reduce the remaining assets of the Trust or assets of the particular Series thereof to distributable form in cash or other securities, or any combination thereof, and distribute the proceeds to the Holders of the Trust or such Series in the manner determined by the Trustees, provided that Holders of a particular Series shall be entitled to receive a pro rata share, based on their Book Capital Accounts in such Series, of the net assets of such Series only. Thereupon, the Trust or any affected Series shall terminate, and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title, and interest of all parties with respect to the Trust or such Series shall be canceled and discharged. Without limiting the provisions of the immediately preceding sentence, in the event that following the final distribution of the net assets of the Trust or affected Series, as the case may be, the Trust or affected Series receives or is entitled to receive any monies or other assets, the Trustees shall be under no obligation to distribute or provide for the distribution of such monies or other assets to the Holders of the Trust or affected Series, but may make such other arrangements (including, without limitation, pursuant to any procedures that the Trustees may approve) for the disposition of such monies or other assets as they shall determine in their sole discretion to be appropriate under the circumstances. Notwithstanding the foregoing, at their discretion, the Trustees may abandon any previously adopted plan to terminate the Trust or a Series at any time, with or without approval of the Holders of the Trust or Series.

(c) Upon termination of the Trust, following completion of winding up of its business, the Trustees (or, if there is no remaining Trustee at that time, any remaining officer of the Trust) shall direct that a Certificate of Cancellation of the Trust be executed and filed with the SDAT.

Section 10.2. Merger and Consolidation. Subject to applicable law, the Trust may merge or consolidate with or into one or more business or statutory trusts or other business entities or series or classes thereof formed or organized or existing under the laws of Maryland or any other state or the United States or any foreign country or other foreign jurisdiction by the affirmative vote of two-thirds (2/3) of the Trustees. Pursuant to and in accordance with §12-607 of the Maryland Act, and notwithstanding anything to the contrary contained in this Declaration, an agreement of merger or consolidation so approved by the Trustees in accordance with this Section 10.2 may (a) effect any amendment to the governing instrument of the Trust; or (b) effect the adoption of a new governing instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation.

Section 10.3. Sale of Assets; Reorganization. The Trustees may authorize the Trust or any Series thereof, to sell, lease, transfer, pledge, exchange, convey or dispose of all or substantially all of the Trust Property (or all or substantially all of the Trust Property allocated or belonging to a particular Series), including its good will, to any one or more business or statutory trusts or other business entities, organized under the laws of Maryland or some other jurisdiction, or series or classes thereof (including another Series of the Trust) upon such terms and conditions and for such consideration (which may include the assumption of some or all of the outstanding obligations and liabilities,

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accrued or contingent, whether known or unknown, of the Trust or such Series) as the Trustees may determine. Without limiting the generality of the foregoing, this provision may be utilized to permit the Trust or any Series thereof to pursue its investment program through one or more subsidiary vehicles or to operate in a master-feeder or fund of funds structure.

Section 10.4. Conversion. The Trustees may authorize the creation of one or more business or statutory trusts or other business entities, organized under the laws of Maryland or some other jurisdiction, to which all or any part of the assets, liabilities, profits, or losses of the Trust or any Series thereof may be transferred and may provide for the conversion of Interests in the Trust or such Series into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

ARTICLE XI

AMENDMENTS; FILINGS; MISCELLANEOUS

Section 11.1. Amendments to Declaration and Certificate of Trust. (a) The Trustees may by vote of a majority of the Trustees then in office amend or otherwise supplement the Declaration by making an amendment, a Declaration supplemental hereto or an amended and restated Declaration, provided, however, that an amendment to any provision of Article V hereof shall require the vote of two-thirds (2/3) of the Trustees then in office.

(b) Nothing contained in this Declaration shall permit the amendment of this Declaration to impair any exemption from or limitation of personal liability of any Person who is or has been a Holder, Trustee, officer, or employee of the Trust, or limit the rights to indemnification, advancement of expenses or insurance provided in Article IX with respect to actions or omissions of Persons entitled to indemnification, advancement of expenses or insurance under such Article prior to such amendment.

(c) The Trust’s Certificate of Trust may be amended at any time for any purpose as the Trustees may determine and such amendment shall be signed by one or more of the Trustees or by an officer of the Trust as duly authorized by vote of a majority of the Trustees then in office.

Section 11.2. Filing of Certificate; Copies of Declaration; Counterparts; Headings. Any amendment to the Certificate of Trust shall be filed with the SDAT. The original or a copy of this instrument and of each amendment and/or restatement hereto shall be kept in the office of the Trust where it may be inspected by any Holder. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such amendments or restatements have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this instrument or of any such amendments or restatements. This instrument

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may be executed in any number of counterparts, each of which shall be deemed an original. Headings are placed herein for convenience of reference only, and in case of any conflict, the text of this instrument, rather than the headings, shall control.

Section 11.3. Trustees May Resolve Ambiguities. The Trustees may construe any of the provisions of this Declaration insofar as the same may appear to be ambiguous or inconsistent with any other provisions hereof, and any such construction hereof by the Trustees in good faith shall be conclusive as to the meaning to be given to such provisions.

Section 11.4. Applicable Law, Forum Selection, and Jury Waiver. (a) The Trust set forth in this instrument is created under and is to be governed by and construed and administered according to the laws of the State of Maryland, without reference to its conflicts of law rules, as a Maryland statutory trust under the Maryland Act, and without limiting the provisions hereof, the Trust specifically reserves the right to exercise any of the powers and privileges afforded to statutory trusts or actions that may be engaged in by statutory trusts under the Maryland Act, and the absence of a specific reference herein to any such power, privilege, or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

(b) Notwithstanding the first sentence of Section 11.4(a) hereof, there shall not be applicable to the Trust, the Trustees, or this Declaration any provisions of the laws (statutory or common) of the State of Maryland (other than the Maryland Act) or any other state pertaining to trusts, including by way of illustration and without limitation, laws that relate to or regulate: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges; (ii) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust; (iii) the necessity for obtaining a court or other governmental approval concerning the acquisition, holding, or disposition of real or personal property; (iv) fees or other sums applicable to trustees, officers, agents or employees of a trust; (v) the allocation of receipts and expenditures to income or principal; (vi) restrictions or limitations on the permissible nature, amount, or concentration of trust investments or requirements relating to the titling, storage, or other manner of holding of trust assets; or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers or liabilities or authorities and powers of trustees if such laws are inconsistent with the limitations on liabilities or the authorities and powers of the Trustees set forth or referenced in this Declaration.

(c) No provision of this Declaration shall be effective to require a waiver of compliance with any provision of the Securities Exchange Act of 1934, as amended or the 1940 Act, or of any valid rule, regulation or order of the Commission thereunder.

(d) Any action commenced by a Holder, directly or derivatively, against the Trust or a Series thereof, its Trustees or officers, shall be brought only in the U.S. District Court for the District of Maryland (Baltimore Division), or if such action may not be brought in that court, then such action shall be brought in the Circuit Court for Baltimore

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City (the “Chosen Courts”). The Trust, its Trustees and officers, and its Holders (a) waive any objection to venue in either Chosen Court and (b) waive any objection that either Chosen Court is an inconvenient forum. The Trust, its Trustees and officers shall submit application to the Maryland Business and Technology Case Management Program for any action commenced in the Circuit Court for Baltimore City.

(e) In any action commenced by a Holder against the Trust or any Series thereof, its Trustees or officers, or as a derivative action on behalf of the Trust or any Series thereof, there shall be no right to a jury trial. THE RIGHT TO A TRIAL BY JURY IS EXPRESSLY WAIVED TO THE FULLEST EXTENT PERMITTED BY LAW.

Section 11.5. Tax Status; Tax Matters Partner. It is intended that the Trust (or, if multiple Series are established, each Series) be treated as a partnership for federal income tax and state tax purposes. The Trustees shall have the power to take all actions and to execute all forms and other documents that they determine, in their sole discretion, to be necessary to achieve such treatment, and the Trustees shall severally have the delegable authority on behalf of the Trust (or, as applicable, a Series) to sign any and all tax forms for that purpose. The Trustees shall annually designate for the Trust (or, if multiple Series are established, for each Series) a “Tax Matters Partner” under Section 6231(a)(7) of the Code, and for this purpose the Trustees shall have the right to allow an entity or person to purchase Interests in the Trust (or Series) to enable such entity or person to serve as Tax Matters Partner for the Trust (or Series), provided any Tax Matters Partner so designated shall continue to hold such office and all related authorities until a successor Tax Matters Partner is designated. The Tax Matters Partner shall be entitled to take such actions on behalf of the Trust (or Series), in any and all proceedings with the Internal Revenue Service, as the Tax Matters Partner determines to be necessary, convenient or advisable. The Tax Matters Partner shall be entitled to be paid by the Trust (or Series) a reasonable fee for services rendered in connection with any tax proceeding, to be reimbursed by the Trust (or Series) for all out-of-pocket costs and expenses incurred in connection with such a proceeding, and to be indemnified by the Trust (or Series) (solely out of Trust (or Series) assets) with respect to any action brought against the Tax Matters Partner in connection with the settlement of such a proceeding.

Section 11.6. Provisions in Conflict with Law or Regulations. (a) The provisions of this Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any such provision, in whole or in part, is in conflict with the 1940 Act, the applicable provisions of the Code, and the regulations thereunder, the Maryland Act or with other applicable laws and regulations, the conflicting provision, or the conflicting part or parts thereof, shall be deemed not to constitute a part of this Declaration; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration or render invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of this Declaration shall be held invalid or unenforceable, in whole or in part, in any jurisdiction, such invalidity or unenforceability shall attach only to such provision, or such part or parts thereof, in such jurisdiction and shall not in any

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manner affect such provision in any other jurisdiction or any other provision of this Declaration in any jurisdiction.

Section 11.7. Writings. To the fullest extent permitted by applicable law, except as the Trustees may otherwise determine:

(a) any requirements in this Declaration or in the Bylaws that any action be taken by means of any writing, including, without limitation, any written instrument, any written consent or any written agreement, shall be deemed to be satisfied by means of any electronic record in such form that is acceptable to the Trustees provided such form is capable of conversion into a written form within a reasonable time; and

(b) any requirements in this Declaration or in the Bylaws that any writing be signed shall be deemed to be satisfied by any electronic signature in such form that is acceptable to the Trustees.

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IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust, have executed this instrument as of the date first written above.

/s/ R. Jay Gerken	/s/ Stephen R. Gross
R. Jay Gerken, as Trustee	Stephen R. Gross, as Trustee
Master Portfolio Trust	Master Portfolio Trust
620 Eighth Avenue	620 Eighth Avenue
New York, New York 10018	New York, New York 10018
/s/ Elliott J. Berv	s/ Richard E. Hanson
Elliott J. Berv, as Trustee	Richard E. Hanson, Jr. , as Trustee
Master Portfolio Trust	Master Portfolio Trust
620 Eighth Avenue	620 Eighth Avenue
New York, New York 10018	New York, New York 10018
/s/ A. Benton Cocanougher	/s/ Diana R. Harrington
A. Benton Cocanougher, as Trustee	Diana R. Harrington, as Trustee
Master Portfolio Trust	Master Portfolio Trust
620 Eighth Avenue	620 Eighth Avenue
New York, New York 10018	New York, New York 10018
/s/ Jane F. Dasher	/s/ Susan M. Heilbron
Jane F. Dasher, as Trustee	Susan M. Heilbron, as Trustee
Master Portfolio Trust	Master Portfolio Trust
620 Eighth Avenue	620 Eighth Avenue
New York, New York 10018	New York, New York 10018
/s/ Mark T. Finn	/s/ Susan B. Kerley
Mark T. Finn, as Trustee	Susan B. Kerley, as Trustee
Master Portfolio Trust	Master Portfolio Trust
620 Eighth Avenue	620 Eighth Avenue
New York, New York 10018	New York, New York 10018
/s/ Rainer Greeven	/s/ Alan G. Merten
Rainer Greeven, as Trustee	Alan G. Merten, as Trustee
Master Portfolio Trust	Master Portfolio Trust
620 Eighth Avenue	620 Eighth Avenue
New York, New York 10018	New York, New York 10018
	/s/ R. Richardson Pettit
	R. Richardson Pettit, as Trustee
	Master Portfolio Trust
	620 Eighth Avenue
	New York, New York 10018

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SCHEDULE A

MASTER PORTFOLIO TRUST

Amended and Restated

Designation of Series of Beneficial Interests in the Trust

(Effective as of August 18, 2011)

WHEREAS, the Trustee(s) of the Trust, acting pursuant to Section 4.9 of the Declaration, have divided the beneficial interests in the Trust into several Series;

WHEREAS, the Trustees have heretofore terminated certain Series so established and designated and/or have changed the names of certain Series so established and designated;

NOW THEREFORE, the following are the Series of the Trust as of August 18, 2011, each with such relative rights, preferences, privileges, limitations, restrictions and other relative terms as are set forth below:

1. Government Portfolio

2. Liquid Reserves Portfolio

3. Prime Cash Reserves Portfolio

4. Short Term Yield Portfolio

5. Tax Free Reserves Portfolio

6. U.S. Treasury Reserves Portfolio

1. Each Interest in each Series is entitled to all the rights and preferences accorded to Interests under the Declaration.

2. The amount of authorized Interests in each Series is unlimited.

3. Each Series shall be authorized to hold cash, invest in securities, instruments and other property, use investment techniques, and have such goals or objectives as from time to time are described in the Trust’s then currently effective registration statement under the Investment Company Act of 1940 to the extent pertaining to the offering of Interests in the Series, as the same may be amended from time to time (“Registration Statement”). Each Interest in a Series shall represent a beneficial interest in the net assets allocated or belonging to such Series only, and such interest shall not extend to the assets of the Trust generally (except to the extent that General Assets (as defined in the Declaration) are allocated to such Series), and shall be entitled to receive its pro rata share of the net assets of the Series upon liquidation of the Series, all as set forth in Section 4.9 of the Declaration.

4. With respect to the Interests in each Series, (a) the time and method of determining the purchase price, (b) the fees and expenses, (c) the qualifications for ownership, if any, (d) minimum investment amounts, if any, (e) minimum account size, if any, (f) the price, terms and manner of withdrawal, (g) any conversion or exchange feature or privilege, (h) the relative dividend rights, and (i) any other relative rights, preferences, privileges, limitations, restrictions and other relative terms have been established by the Trustees in accordance with the Declaration and are set forth in the Registration Statement with respect to such Series.

5. The Trustees may from time to time modify any of the relative rights, preferences, privileges, limitations, restrictions and other relative terms of a Series or the Interests in such

Series that have been established by the Trustees or redesignate any of the Series without any action or consent of the Holders.

6. The designation of any Series hereby shall not impair the power of the Trustees from time to time to designate additional Series of Interests of the Trust or terminate any Series hereby designated.

7. Capitalized terms not defined herein have the meanings given to such terms in the Declaration.

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